Post-Closing Agreements of the BRI Partnership Clause Samples

The Post-Closing Agreements of the BRI Partnership clause outlines the obligations and actions that the parties must fulfill after the main transaction has been completed. This may include tasks such as transferring remaining assets, finalizing regulatory filings, or addressing any outstanding payments or deliverables that were not completed at closing. By specifying these post-closing responsibilities, the clause ensures that all parties are clear on their ongoing duties, thereby reducing the risk of disputes and facilitating a smooth transition following the partnership's closing.
Post-Closing Agreements of the BRI Partnership. (a) The BRI Partnership hereby grants the Transferor Partners, in their capacity as a limited partner of the BRI Partnership and so long as the Transferor Partnership has not dissolved, terminated or liquidated, the right to receive the Transferor Partnership Interests as a distribution in kind in satisfaction of the Transferor Partners' distribution rights under Section 8.2 of the BRI Partnership Agreement. If the Transferor Partnership Interests are contributed by the BRI Partnership to a Subsidiary Entity (as defined in the BRI Partnership Agreement), the BRI Partnership shall cause such Subsidiary Entity, to take such actions as may be necessary to effectuate the foregoing right granted by the BRI Partnership to the Transferor Partners. (b) Until the expiration of the period (the "No Transfer Period") ending on the earlier of (I) such time as all of the Transferor Partners have redeemed all of the BRI Partnership Units received by the Transferor Partners hereunder for cash or for shares of BRI common stock or (II) seven (7) years from the Closing Date, neither the BRI Partnership nor BRI shall allow the sale or transfer of either the Transferor Partnership Interests or the Property, except for (i) transfers that are fully tax-free to partnerships in which the BRI Partnership has an interest, (ii) exchanges that are fully tax-free pursuant to Section 1031 of the Code and (iii) involuntary transfers which shall include, without limitation, a foreclosure, a deed-in-lieu of foreclosure, a condemnation or a liquidation of the BRI Partnership or BRI, provided that in the event of a condemnation, the BRI Partnership shall use reasonable efforts to reinvest the net condemnation proceeds in accordance with Section 1033 of the Code and hold the same until the expiration of the No Transfer Period. (c) Until the expiration of the No Transfer Period, neither the BRI Partnership nor BRI shall allow the Transferor Partnership to refinance the Loan for an amount less than the outstanding principal balance of the Loan as of Closing or to make any payment of principal under the Loan, except as part of regularly scheduled amortization payments or as otherwise required by the holder of the Loan under the Loan Documents, or change the terms in a manner that would change the Loan from nonrecourse to recourse within the meaning of Section 752 of the Code and the regulations promulgated thereunder. (d) Section 704(c)
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Related to Post-Closing Agreements of the BRI Partnership

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Closing Agreements At the Closing, the parties shall execute, acknowledge and deliver such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated by this Agreement.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Obligations (a) Within sixty (60) days following the Restatement Date (or such later date as the Requisite Lenders shall approve; provided, that such date shall automatically be extended if the Credit Parties have been working in good faith to complete the requirements in this Section 5.14(a) during the initial sixty-day period after the Restatement Date), the Credit Parties shall have used commercially reasonable efforts to execute and deliver all documentation reasonably requested by the Requisite Lenders to replace the Administrative Agent and the Collateral Agent with Fortress Credit Corp. (or an Affiliate thereof), including, without limitation, (i) all necessary amendments and bring-down schedules to the Collateral Documents and (ii) reasonable amendments to the operating agreements of the Credit Parties that are limited liability companies, in each case, in form and substance reasonably satisfactory to the Requisite Lenders. (b) Within thirty (30) days following the Restatement Date (or such later date as the Requisite Lenders shall approve), the Credit Parties shall have used commercially reasonable efforts to deliver satisfactory evidence to the Requisite Lenders that all tax Liens against the Credit Parties as of the Restatement Date have been released in full. (c) Within forty-five (45) days (or such later date as the Requisite Lenders shall approve) following receipt by the Borrower of a written statement signed by the Collateral Agent (or other responsible Person) that provides in respect of each of share certificate number 1 (in respect of 100 ordinary shares) and share certificate number 2 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd and share certificate number 9 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer forms, (i) that such certificate or other document has been lost or destroyed and has not been pledged, sold, or otherwise disposed of, (ii) if such certificate or other document has been lost, that proper searches have been made, and (iii) if such certificate or other document is found or received by the Collateral Agent, that the Collateral Agent agrees to promptly return such certificate to the Borrower, (A) PLBY Australia Pty Ltd shall deliver to the Collateral Agent a wet-ink signed share certificate number 3 (in respect of 100 ordinary shares) and a wet-ink signed share certificate number 4 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd together with a certified copy of an up-to-date register of members for PLBY Australia Pty Ltd and the corresponding executed blank stock transfer form, and (B) Honey Birdette (Aust.) Pty Ltd shall deliver to the Collateral Agent, a wet-ink signed share certificate number 10 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd together with a certified copy of an up-to-date register of members for Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer form.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Term Administrative Agent agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, the Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date, in each case except to the extent otherwise agreed by the Term Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement.”